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U.K. Sale
12 Months Ended
Dec. 31, 2020
Discontinued Operations And Disposal Groups [Abstract]  
U.K. Sale

3. U.K. Sale

On January 19, 2021, the Company completed the U.K. Sale pursuant to a Share Purchase Agreement in which it sold all of the securities of AHC-WW Jersey Limited, a private limited liability company incorporated in Jersey and a subsidiary of the Company, which constitutes the entirety of our U.K. business operations. The U.K. Sale resulted in approximately $1,525 million of gross proceeds before deducting the settlement of existing foreign currency hedging liabilities of $85 million based on the current British Pounds (“GBP”) to US Dollars (“USD”) exchange rate, cash retained by the buyer of approximately $75 million and transaction costs of $16 million. The Company used the net proceeds of approximately $1,425 million (or $1,350 million, net of cash retained by the buyer) to repay in full the outstanding balances of its Term Loan A Facility (the “TLA Facility”) of $312 million and its Term Loan B facility Tranche B-4 (the “Tranche B-4 Facility”) of $768 million of the Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) and added $345 million of cash to the Company’s balance sheet. In addition to reducing its indebtedness, the U.K. Sale allows the Company to focus on U.S. operations.

As a result of the U.K. Sale, the Company reported, for all periods presented, results of operations and cash flows of the U.K. operations as discontinued operations in the accompanying financial statements. In December 2020, the Company’s U.K. operations met the criteria to be classified as assets held for sale. The carrying value of the U.K. operations was written down to fair value less costs to sell in the consolidated balance sheets at December 31, 2020. This resulted in a loss on sale of $867.3 million, which includes approximately $356.2 million of non-cash goodwill impairment, within discontinued operations in the consolidated statements of operations.

For the years ended December 31, 2020, 2019 and 2018, results of operations of the U.K. operations were as follows (in thousands):

 

 

Year Ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

Revenue

 

$

1,119,768

 

 

$

1,099,081

 

 

$

1,107,747

 

Salaries, wages and benefits

 

 

632,134

 

 

 

609,823

 

 

 

610,031

 

Professional fees

 

 

127,291

 

 

 

122,532

 

 

 

117,376

 

Supplies

 

 

38,285

 

 

 

37,527

 

 

 

37,852

 

Rents and leases

 

 

47,748

 

 

 

46,743

 

 

 

45,967

 

Other operating expenses

 

 

113,534

 

 

 

115,897

 

 

 

110,827

 

Depreciation and amortization

 

 

74,935

 

 

 

76,121

 

 

 

78,490

 

Interest expense, net

 

 

(417

)

 

 

(231

)

 

 

876

 

Loss on sale

 

 

867,324

 

 

 

 

 

 

 

Loss on impairment

 

 

20,239

 

 

 

27,169

 

 

 

337,889

 

Transaction-related expenses

 

 

8,719

 

 

 

5,907

 

 

 

4,788

 

Total expenses

 

 

1,929,792

 

 

 

1,041,488

 

 

 

1,344,096

 

(Loss) income from discontinued operations before income taxes

 

 

(810,024

)

 

 

57,593

 

 

 

(236,349

)

Provision for (benefit from) income taxes

 

 

2,366

 

 

 

781

 

 

 

(3,375

)

(Loss) income from discontinued operations

 

$

(812,390

)

 

$

56,812

 

 

$

(232,974

)

The major classes of assets and liabilities for the U.K. operations are shown below (in thousands):

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

75,051

 

 

$

24,657

 

Accounts receivable, net

 

 

52,196

 

 

 

50,912

 

Other current assets

 

 

13,361

 

 

 

13,277

 

Current assets of discontinued operations

 

 

140,608

 

 

 

88,846

 

Property and equipment, net

 

 

1,297,923

 

 

 

1,724,447

 

Goodwill

 

 

 

 

 

364,027

 

Intangible assets, net

 

 

22,289

 

 

 

21,531

 

Operating lease right-of-use assets

 

 

341,289

 

 

 

404,042

 

Other assets

 

 

7,706

 

 

 

13,127

 

Total assets of discontinued operations

 

 

1,809,815

 

 

 

2,616,020

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

44,929

 

 

$

36,788

 

Current portion of operating lease liabilities

 

 

11,141

 

 

 

11,021

 

Other current liabilities

 

 

136,895

 

 

 

100,883

 

Current liabilities of discontinued operations

 

 

192,965

 

 

 

148,692

 

Operating lease liabilities

 

 

387,607

 

 

 

416,609

 

Deferred tax liabilities

 

 

57,230

 

 

 

49,040

 

Other liabilities

 

 

22,225

 

 

 

21,435

 

Total liabilities of discontinued operations

 

$

660,027

 

 

$

635,776

 

As part of the acquisition of Partnerships in Care on July 1, 2014, the Company assumed a frozen contributory defined benefit retirement plan (“Partnerships in Care Pension Plan”) covering substantially all of the employees of Partnerships in Care and its subsidiaries prior to May 1, 2005 at which time, the Partnerships in Care Plan was frozen to new participants. Effective May 2015, the active participants no longer accrue benefits. The Company recognizes the unfunded liability of the Partnerships in Care Pension Plan on the Company’s consolidated balance sheet and unrecognized gains (losses) and prior service credits (costs) as changes in other comprehensive income (loss). The measurement date of the Partnerships in Care Pension Plan’s assets and liabilities coincides with the Company’s year-end. The Company’s pension benefit obligation is measured using actuarial calculations that incorporate discount rates, rate of compensation increases, when applicable, expected long-term returns on plan assets and consider expected age of retirement and mortality. Expected return on plan assets is determined by using the specific asset distribution at the measurement date.

The following table summarizes the funded status (unfunded liability) of the Partnerships in Care Pension Plan based upon actuarial valuations prepared at December 31, 2020 and 2019 (in thousands). The unfunded liability for the Partnership in Care Pension Plan is included in current liabilities held for sale and noncurrent liabilities held for sale, respectively, on the consolidated balance sheets at December 31, 2020 and 2019. The Company’s obligation to maintain the Partnership in Care Pension Plan terminated effective January 19, 2021 in connection with the U.K. Sale.

 

 

2020

 

 

2019

 

Projected benefit obligation

 

$

80,158

 

 

$

66,468

 

Fair value of plan assets

 

 

71,979

 

 

 

62,207

 

Unfunded liability

 

$

8,179

 

 

$

4,261

 

The consolidated cash flows for the years ended December 31, 2020 and 2019 related to the discontinued U.K. operations includes cash paid for capital expenditures of $48.4 million and $59.6 million, respectively.